##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 10-K/A
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the fiscal year ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from            to
 Commission file number 001-07731
 EMERSON RADIO CORP.
  Delaware
    
    22-3285224(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)Nine Entin Road, Parsippany, NJ
    
    07054(Address of principal executive offices)
    
    (Zip Code)Registrants telephone number, including area code: (973) 884-5800Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $.01 per share
    
    American Stock Exchange
 None
 None.
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 o þ
 þ o
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TABLE OF CONTENTS  PART IIIITEM 10  DIRECTORS AND EXECUTIVE OFFICERSITEM 11  EXECUTIVE COMPENSATION AND OTHER INFORMATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVItem 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULESSIGNATURESEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION    Table of Contents   
 PART III
 
 ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS
 Executive Officers and Directors
  YearFirstBecameName
    
    Age
    
    Director
    
    Principal Occupation or EmploymentChristopher Ho
    
    
    57
    
    
    
    2006
    
    
    Christopher Ho has served as our
Chairman since July 2006. Mr. Ho
is presently the Chairman of The
Grande Holdings Limited (Grande
Holdings), a Hong Kong based
group of companies engaged in a
number of businesses including
the manufacture, sale and
distribution of audio, video and
other consumer electronics and
video products. Grande Holdings
is currently the holder of
approximately 50.8% of our
outstanding shares of common
stock. Christopher Ho graduated
with a Bachelor of Commerce
degree from the University of
Toronto in 1974. He is a member
of the Canadian Institute of
Chartered Accountants as well as
a member of the Institute of
Management Accountants of Canada.
He is also a certified public
accountant (Hong Kong) and a
member of the Hong Kong Society
of Accountants. He was a partner
in international accounting firms
before joining Grande Holdings
and has extensive experience in
corporate finance, international
trade and manufacturing.Adrian Ma
    
    
    63
    
    
    
    2006
    
    
    Adrian Ma has served as our Chief
Executive Officer since March 30,
2006 and served as our Chairman
from March 30, 2006 through July
26, 2006. Mr. Ma continues to
serve as a Director. Mr. Ma is
presently a director of Grande
Holdings. Mr. Ma has served as a
director of Grande Holdings since
January 15, 1999 and has more
than 30 years experience as an
Executive Chairman, Executive
Director and Managing Director of
various organizations focused
primarily in the consumer
electronics industry. Mr. Ma is
also Director of Lafe Technology
Ltd., Vice Chairman and Managing
Director of Ross Group Inc. and
Deputy Chairman of Sansui
Electronics Co., Ltd.
 2




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##### Table of Contents



YearFirstBecameName
    
    Age
    
    Director
    
    Principal Occupation or EmploymentGreenfield Pitts
    
    
    57
    
    
    
    2006
    
    
    Greenfield Pitts has served as
our Chief Financial Officer since
February 2007 and a director
since March 2006. Mr. Pitts has
served as our Chief Financial
Officer since February 2007 and
as a Director since March 2006.
Mr. Pitts has a 30-year
background in international
banking and was associated with
Wachovia Bank, our present
lender, for more than 25 years,
with assignments in London,
Atlanta and Hong Kong. In the
past nine years he was in Hong
Kong managing a joint venture
between Wachovia and HSBC, then
in Corporate Finance for Wachovia
Securities.Michael A.B. Binney
    
    
    47
    
    
    
    2005
    
    
    Michael A.B. Binney has served as
our Acting Group Controller since February 2007, President-International Sales
since July 2006 and as a Director
since December 2005. He is a
fellow member of the Institute of
Chartered Accountants in England
and Wales and a fellow member of
the Hong Kong Institute of
Certified Public Accountants. He
was a professional accountant for
several years before joining the
computer and electronics
industry. He is currently also
an Executive Director of Grande
Holdings, a company listed on the
Stock Exchange of Hong Kong as
well as several other public
companies in Malaysia, Japan,
Singapore and the United Kingdom.Eduard Will
    
    
    65
    
    
    
    2006
    
    
    Eduard Will has served as our
President-North American
Operations since July 2006 and a
Director since January 2006.
Prior to becoming President-North
American Operations, Mr. Will
served as the Chairman of our
Audit Committee from January 2006
through July 2006. Mr. Will has
more than 37 years experience as
a merchant banker, senior advisor
and director of various public
and private companies.
Presently, Mr. Will is serving on
the Board of Directors or acting
as Senior Adviser to: KoolConnect
Technologies Inc.; Wasatch
Photonics Inc.; Ithaca
Technologies, LLC; T&W
Electronics Co.; Darby Overseas
Investments, Ltd. and Integrated
Data Corporation.Peter G. Bünger
    
    
    66
    
    
    
    1992
    
    
    Since 1990, a consultant with
Savarina AG, an entity engaged in
the business of portfolio
management monitoring in Zurich,
Switzerland; since October 1992,
a Director of Savarina AG; from
2002 to September 2006, an
independent consultant for
Emersons manufacturing efforts
in Europe; and from December 1996
through July 2005, a Director of
Sport Supply Group, Inc. (SSG),
which is quoted on the over the
counter bulletin board (OTC: SSPY). Following the sale of
Emersons issued and outstanding
shares of common stock of SSG
 3




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YearFirstBecameName
    
    Age
    
    Director
    
    Principal Occupation or EmploymentPeter G. Bünger (cont.)
    
    
    
    
    
    
    
    
    
    (approximately 53.2% ownership)
in July 2005, Mr. Bünger resigned
as a Director of SSG.W. Michael Driscoll (1)
    
    
    61
    
    
    
    2006
    
    
    W. Michael Driscoll has served as
a Director since March 2006. Mr.
Driscoll has more than 36 years
experience as a director and
executive officer of various
public and private companies.
Presently, Mr. Driscoll is CEO of
Ithaca Technologies, LLC and
serves on the Boards of Directors
of IPC Corporation Ltd.,
Singapore, and Music Gear
Incorporated, USA. Mr. Driscoll
has also served as the Chairman
of the Board of ThinSoft
(Holdings) Ltd., Hong Kong and
President and Chief Executive
Officer of Dazzle Multimedia
Corporation, Smith Corona
Corporation, Austin Computer
Systems, Inc. and Technology
Applications, Ltd., Thailand.Jerome H. Farnum (1)
    
    
    71
    
    
    
    1992
    
    
    Jerome H. Farnum has served as a
Director since July 1992. Since
July 1994, Mr. Farnum has been an
independent consultant. For at
least five years prior to July
1994, Mr. Farnum was a senior
executive (in charge of legal and
tax affairs, accounting, asset
and investment management,
foreign exchange relations and
financial affairs) with several
entities comprising the Fidenas
group of companies, whose
activities encompassed merchant
banking, investment banking,
investment management and
corporate development.Norbert R.
Wirsching (1)
    
    
    70
    
    
    
    2006
    
    
    Norbert R. Wirsching has served
as a Director since July 2006.
Mr. Wirsching is a consumer
electronics industry veteran of
45 years. He has managed
international public and private
companies including; Director and
CEO of Capetronic Group Ltd.
Global, CEO of Polly Peck
International PLC, Electronics
Division, and Director of Polly
Peck International PLC, London,
Director Sansui Electric Company
Ltd., Tokyo, Director of BSR
International, Hong Kong/London
and Chairman of BSR USA. Since
retiring from the Capetronic
Group Ltd. in 1994, he serves as
principal of N.R. Wirsching
Enterprise, a consulting firm
focussing on international
public and private companies, as
well as merger and acquisition
services. He is involved in
numerous philanthropic
organizations and currently
serves as Trustee of Wooster
School, an independent private
school in Connecticut.
 
 (1)
    
    Member of the Audit Committee 4




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Board of Directors and Committees
     5




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Audit Committee
 Compensation and Personnel Committee
 Nominating Committee
 6




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Codes of Ethics
   www.emersonradio.com
 Officers
  Fiscal YearName
    
    Age
    
    Position
    
    Became OfficerChristopher Ho
    
    
    57
    
    
    Chairman
    
    
    2006Adrian Ma
    
    
    63
    
    
    Chief Executive Officer and Director
    
    
    2006Greenfield Pitts
    
    
    57
    
    
    Chief Financial Officer and Director
    
    
    2007Michael A.B. Binney
    
    
    47
    
    
    President-International Sales,
Acting Group Controller and
Director
    
    
    2005Eduard Will
    
    
    65
    
    
    President-North American Operations
and Director
    
    
    2006John J. Raab
    
    
    71
    
    
    Senior Executive Vice President and
Chief Operating Officer
    
    
    1995
 Christopher Ho
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Adrian Ma
 Greenfield Pitts
 Michael A.B. Binney
 Eduard Will
 John J. Raab
 Section 16(a) Beneficial Ownership Reporting Compliance
   
 ITEM 11  EXECUTIVE COMPENSATION AND OTHER INFORMATION
 Compensation Committee Report
 Under the rules of the Securities and Exchange Commission, this report is not deemed to be
incorporated by reference by any general statement incorporating this Annual Report on Form 10-K by
reference into any filings with the Securities and Exchange Commission.
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Submitted by the Board of Directors
 Compensation Discussion and Analysis
 Introduction
  Compensation Philosophy and Objectives
   
    
    attracting and retaining talented and experienced executives;
    
    motivating and rewarding executives whose knowledge, skills and performance are
critical to our success;
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
    
    aligning the interests of our executives and stockholders by motivating
executives to increase stockholder value in a sustained manner; and
    
    provide a competitive compensation package which rewards achievement of our
goals.
 Elements of Executive Officer Compensation
 Overview
   10




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Base Salary
 Cash Incentive Bonuses.
 Equity Compensation
 Severance and Change-in-Control Benefits.
  Employment Agreements.
 11




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Benefits
 Perquisites
 12




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The Process
  Regulatory Considerations
  Cash and Other Compensation
  Summary Compensation Table
 Non-equityIncentive Plan
    
    All OtherName and
    
    Fiscal
    
    
    
    
    
    Option
    
    Compensation
    
    CompensationPrincipal Position
    
    Year
    

Salary($)
    

Awards($)(1)
    
    ($)(2)
    
    ($)(3)
    
    Total ($)Christopher Ho (4)
Chairman of the Board
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adrian Ma (5)
Chairman of the Board
and Chief Executive
Officer
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Greenfield Pitts (6)Chief Financial Officer
    
    
    2007
    
    
    19,231
    
    
    3,430
    
    
    
    
    
    
    
    22,661John D. Florian (7)
Deputy Chief Financial
Officer
    
    
    2007
    
    
    
    146,492
    
    
    
    
    
    
    
    
    15,020
    
    161,512Guy Paglinco (8)
Vice President and Chief
Financial Officer
    
    
    2007
    
    
    
    33,250
    
    
    58,669
    
    
    
    
    
    1,647
    
    93,566Michael A. B. Binney (9)
President,-International
Operations, Acting Group Controller
    
    
    2007
    
    
    
    
    
    
    12,996
    
    
    
    
    
    
    
    12,996Eduard Will (10)
President -North
American Operations
    
    
    2007
    
    
    
    182,692
    
    
    16,944
    
    
    43,500
    
    
    4,704
    
    247,840John J. Raab
Senior Executive Vice
President and Chief
Operating Officer
    
    
    2007
    
    
    
    291,500
    
    
    59,328
    
    
    
    
    
    20,141
    
    370,969
 
 (1)
    
    Represents the expense to us pursuant to FAS 123(R) for the respective year for stock
options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director
Stock Option Plan or our 2004 Employee Stock Option Plan. All options
received by each of Messrs. Binney, Pitts and Will in the table above
were received by such person as a non-employee director and
prior to being named as an executive
officer. The amount of option expense shown in the Summary
Compensation Table for these three individuals is also included in
Directors Compensation on page 17. Immediately following the adoption by our 13




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stockholders of an amendment to our 2004 Non-Employee Outside Director Stock Option Plan to
increase the number of shares available for issuance thereunder from 250,000 to 500,000 shares
in November 2006, each of Messrs. Pitts and Will received an option to purchase up to 25,000
shares of our common stock, each of whom began to serve as a director at a time when he was
not an employee of ours and no additional shares were available under such plan. See notes to
our financial statements for the fiscal years ended March 31, 2007, 2006 and 2005 for the
assumptions used for valuing the expense under FAS 123(R).(2)
    
    Represents bonus paid for such fiscal year.(3)
    
    The dollar amounts shown under the heading All other compensation represent the incremental
cost of all perquisites and other personal benefits to our named executive officers.(4)
    
    Mr. Ho was appointed as our Chairman in July 2006. Mr. Ho did not receive any salary or
other compensation from us in Fiscal 2007.(5)
    
    Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the
resignation of Geoffrey Jurick. Mr. Ma was replaced as our Chairman upon the appointment of
Mr. Ho in July 2006. Mr. Ma did not receive any salary or other compensation from us in
Fiscal 2007.(6)
    
    Mr. Pitts was appointed as our Chief Financial Officer in February 2007.(7)
    
    Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr.
Paglinco from his position as Vice President and Chief Financial Officer in April 2006, and
was appointed as our Principal Financial Officer and Principal Accounting Officer in June
2006. Mr. Florian ceased to serve as our Deputy Financial Officer, Principal Financial
Officer and Principal Accounting Officer upon the appointment of Mr. Pitts as our Chief
Financial Officer in February 2007, at which time Mr. Florian became our Chief Financial
Officer, Emerson North American Operations.(8)
    
    Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14,
2006.(9)
    
    Mr. Binney was appointed to serve as our Acting Group
Controller in February 2007, and as our President-International Operations in July 2006 upon
Mr. Juricks resignation from his position as our President. Mr. Binney did not receive any
salary or other compensation from us in Fiscal 2007.(10)
    
    Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon
Mr. Juricks resignation from his position as our President. Plan-Based Awards
 Option and Stock Award Grants in Fiscal 2007
  Stock Option Exercises and Stock Vested
  14




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Option Exercises and Stock Vested
 Option AwardsNumber of SharesAcquired on
    
    Value Realized onName
    
    Exercise (#)
    
    Exercise($)(1)Christopher Ho (2)
    
    
    
    
    
    
    Adrian Ma (3)
    
    
    
    
    
    
    Greenfield Pitts (4)
    
    
    
    
    
    
    John Florian (5)
    
    
    
    
    
    
    Guy A Paglinco (6)
    
    
    30,000
    
    
    $
    97,650Michael A.B. Binney (7)
    
    
    
    
    
    
    Eduard Will (8)
    
    
    
    
    
    
    John J. Raab
    
    
    
    
    
    
    
 
 (1)
    
    Represents the difference between the market price of the underlying securities at
exercise of the option and the exercise price of the option.(2)
    
    Mr. Ho was appointed as our Chairman in July 2006.(3)
    
    Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the
resignation of Mr. Jurick. Mr. Ma was replaced as our Chairman upon the appointment of Mr. Ho
in July 2006.(4)
    
    Mr. Pitts was appointed as our Chief Financial Officer in February 2007.(5)
    
    Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr.
Paglinco from his position as Vice President and Chief Financial Officer in April 2006 and as
our Principal Financial Officer and Principal Accounting Officer in June 2006. Mr. Florian
ceased to serve as our Deputy Financial Officer, Principal Financial Officer and Principal
Accounting Officer upon the appointment of Mr. Pitts as our Chief Financial Officer in
February 2007, at which time Mr. Florian became our Chief Financial Officer, Emerson North
American Operations.(6)
    
    Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14,
2006.(7)
    
    Mr. Binney was appointed to serve as our Acting Group
Controller in February 2007, and as our President -International Operations in July 2006
upon Mr. Juricks resignation from his position as our President.(8)
    
    Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon
Mr. Juricks resignation from his position as our President. Outstanding Equity Awards at Fiscal Year End
  15




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Outstanding Equity Awards at Fiscal Year-End
 Option AwardsNumber of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    UnexercisedOptions (#)
    
    Options (#)
    
    Option Exercise
    
    Option ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Price ($)
    
    DateChristopher Ho (1)
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    Adrian Ma (2)
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    Greenfield Pitts (3)
    
    
    0
    
    
    
    25,000
    
    
    
    3.19
    
    
    
    11/21/16John Florian (4)
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    Guy A Paglinco (5)
    
    
    20,000
    
    
    
    0
    
    
    
    2.62
    
    
    
    6/13/07Michael A.B. Binney
(6)
    
    
    8,333
    
    
    
    16,667
    
    
    
    3.23
    
    
    
    12/9/15Eduard Will (7)
    
    
    8,333
    
    
    
    16,667
    
    
    
    3.07
    
    
    
    1/31/160
    
    
    
    25,000
    
    
    
    3.19
    
    
    
    11/21/16John J. Raab
    
    
    66,667
    
    
    
    33,333
    
    
    
    2.96
    
    
    
    10/19/14
 
 (1)
    
    Mr. Ho was appointed as our Chairman in July 2006.(2)
    
    Mr. Ma was appointed as our Chairman and Chief Executive Officer on March 30, 2006 upon the
resignation of Mr. Jurick. Mr. Ma was replaced as our Chairman upon the appointment of Mr. Ho
in July 2006.(3)
    
    Mr. Pitts was appointed as our Chief Financial Officer in February 2007.(4)
    
    Mr. Florian was appointed as our Deputy Chief Financial Officer upon the resignation of Mr.
Paglinco from his position as Vice President and Chief Financial Officer in April 2006 and as
our Principal Financial Officer and Principal Accounting Officer in June 2006. Mr. Florian
ceased to serve as our Deputy Financial Officer, Principal Financial Officer and Principal
Accounting Officer upon the appointment of Mr. Pitts as our Chief Financial Officer in
February 2007, at which time Mr. Florian became our Chief Financial Officer, Emerson North
American Operations.(5)
    
    Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14,
2006.(6)
    
    Mr. Binney was appointed to serve as our Acting Group
Controller in February 2007, and as our President -International Operations in July 2006
upon Mr. Juricks resignation from his position as our President.(7)
    
    Mr. Will was appointed to serve as our President-North American Operations in July 2006 upon
Mr. Juricks resignation from his position as our President. Compensation of Directors
  16




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Directors Compensation
 Fees earnedor paid inName
    
    cash ($)
    
    Option Awards ($)(1)
    
    Total ($)Michael A.B. Binney
    
    $
    45,000
    
    
    
    $12,996
    
    
    
    $57,996Eduard Will
    
    $
    42,500
    
    
    
    $16,944
    
    
    
    $59,444Greenfield Pitts
    
    $
    18,333
    
    
    
    $ 3,430
    
    
    
    $21,763Peter Bünger
    
    $
    45,000
    
    
    
    $15,250
    
    
    
    $60,250Jerome Farnum
    
    $
    66,100
    
    
    $
    30,798
    
    
    $
    96,898Mike Driscoll
    
    $
    95,684
    
    
    $
    5,985
    
    
    $
    101,669Norbert Wirsching
    
    $
    51,683
    
    
    $
    3,430
    
    
    $
    55,113
 
 (1)
    
    Represents the expense to us pursuant to FAS 123(R) for the respective year for stock
options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director
Stock Option Plan. See notes to our financial statements for the fiscal years ended March 31,
2007, 2006 and 2005 for the assumptions used for valuing the expense under FAS 123(R)(2)
    
    At March 31, 2007, Messrs. Binney, Will, Pitts, Bünger, Farnum, Driscoll and Wirsching had
options to purchase 25,000, 50,000, 25,000, 25,000, 75,000, 50,000
and 25,000, shares of our
common stock, respectively. 
 17




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  Amount and Nature ofName and Address of Beneficial Owners
    
    Beneficial Ownership (1)
    
    Percent of Class (1)Christopher Ho (2)
    
    
    13,780,600
    
    
    
    50.8
    %Karen Singer (3)
    
    
    1,415,300
    
    
    
    5.2
    %Adrian Ma
    
    
    0
    
    
    
    0
    %Michael A. B. Binney (4)
    
    
    8,333
    
    
    
    
    *Eduard Will (5)
    
    
    8,333
    
    
    
    
    *John J. Raab
    
    
    66,667
    
    
    
    
    *John D. Florian
    
    
    0
    
    
    
    0
    %Peter G. Bünger (6)
    
    
    58,871
    
    
    
    
    *W. Michael Driscoll (7)
    
    
    0
    
    
    
    0
    %Jerome H. Farnum (8)
    
    
    33,333
    
    
    
    
    *Greenfield Pitts
    
    
    0
    
    
    
    0
    %Norbert Wirsching
    
    
    0
    
    
    
    0
    %Guy A. Paglinco (9)
    
    
    0
    
    
    
    0
    %All Directors and Executive
Officers as a Group (12 persons) (10)
    
    
    13,956,137
    
    
    
    51.4
    %
 
 (*)
    
    Less than one percent.(1)
    
    Based on 27,129,832 shares of common stock outstanding as of July 27, 2007. Each
beneficial owners percentage ownership of common stock is determined by assuming that options that
are held by such person (but not those held by any other person) and that are exercisable or
convertible within 60 days of July 27, 2007 have been exercised. Except as otherwise indicated, the
beneficial ownership table does not include common stock issuable upon exercise of outstanding
options, which are not currently exercisable within 60 days of July 27, 2007. Except as otherwise
indicated and based upon our review of information as filed with the U.S. Securities and Exchange
Commission (SEC), we believe that the beneficial owners of the securities listed have sole
investment and voting power with respect to such shares, subject to community property laws where
applicable.(2)
    
    S&T International Distribution Ltd. (S&T) is the record owner of 10,000,000 shares of common
stock (the Original Shares) and The Grande Group Limited (GGL) is the record owner of 3,780,000
shares of common stock (the Additional Shares and together with the Original Shares, the
Shares). As the sole stockholder of S&T, Grande N.A.K.S. Ltd. (N.A.K.S.) may be deemed to own
beneficially the Original Shares. As the sole stockholder of N.A.K.S. and GGL, Grande Holdings
Limited (Grande Holdings) may be deemed to own beneficially the Shares. Mr. Ho has a beneficial
interest in approximately 67% of the capital stock of Grande Holdings. By virtue of such interest
and his position with Grande Holdings, Mr. Ho may be deemed to have power to vote and power to
dispose of the Shares beneficially held by Grande Holdings. Information with respect to the
ownership of these shares was obtained from a Schedule 13D/A filed on February 9, 2007.(3)
    
    Ms. Singer has sole dispositive and voting power with respect to 1,415,300 shares of our common
stock as 18




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the trustee of Singer Childrens Management Trust. Information with respect to the ownership of
these shares was obtained from a Schedule 13G filed on April 26, 2007.(4)
    
    Mr. Binneys ownership consists of options to purchase 8,333 shares of our common stock issued
pursuant to Emersons 2004 Non-Employee Director Stock Option Plan that are not exercisable within
60 days of July 27, 2007. Mr. Binney also has options to purchase 16,667 shares of our common
stock issued pursuant to Emersons 2004 Non-Employee Director Stock Option Plan that are not
exercisable within 60 days of July 27, 2007.(5)
    
    Mr. Wills ownership consists of options to purchase 8,333 shares of our common stock pursuant
to Emersons 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of
July 27, 2007. Mr. Will also has options to purchase 41,667 shares of our common stock issued
pursuant to Emersons 2004 Non-Employee Director Stock Option Plan that are not exercisable within
60 days of July 27, 2007.(6)
    
    Mr. Büngers ownership consists of 33,871 shares of common stock directly owned by him and
options to purchase 25,000 shares of our common stock issued pursuant to Emersons 2004
Non-Employee Director Stock Option Plan that are exercisable within 60 days of July 27, 2007.(7)
    
    Mr. Driscoll has options to purchase 50,000 shares of our common stock issued pursuant to
Emersons 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of
July 27, 2007.(8)
    
    Mr. Farnum has options to purchase 33,333 shares of our common stock issued pursuant to Emersons 2004
Non-Employee Director Stock Option Plan that are exercisable within 60 days of July 27, 2007. Mr.
Farnum also has options to purchase 41,667 shares of our common stock issued pursuant to Emersons
2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of July 27,
2007.(9)
    
    Mr. Paglinco resigned as our Vice President and Chief Financial Officer effective April 14,
2006.(10)
    
    See footnotes (2) and (4) through (9). Equity Compensation Plan Information
  Number of securities to be
    
    Weighted average exercise
    
    Number of securitiesissued upon exercise of
    
    price of outstanding
    
    remaining available foroutstanding options,
    
    options, warrants and
    
    future issuance underwarrants and rights
    
    rights
    
    equity compensation plans(a)
    
    (b)
    
    (c)Equity compensation plans
approved by security holders
    
    
    632,334
    
    
    $
    3.09
    
    
    
    2,380,000Equity compensation plans
not approved by security
holders
    
    
    100,000
    
    
    
    4.00
    
    
    
    Total
    
    
    732,334
    
    
    $
    3.21
    
    
    
    2,380,000
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ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
       20




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Future Transactions
  Director Independence
  
 ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Ø
    
    Audit Fees.Audit fees billed to us by Moore Stephens for the audit of
the financial statements included in our Annual Reports on Form 10-K, and
reviews by Moore Stephens of the financial statements included in our
Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 2006
and 2007 totaled approximately $292,704 and $110,000, respectively.
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Ø
    
    Audit-Related Fees. We were billed $0 and $62,596 by Moore Stephens for
the fiscal years ended March 31, 2006 and 2007, respectively, for
assurance and related services that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported under the caption Audit Feesabove.Ø
    
    Tax Fees.Moore Stephens billed us an aggregate of
$64,00 and
$0, for the fiscal years ended March 31, 2006 and 2007, respectively,
for tax services, principally related to the preparation of income tax
returns and related consultation.Ø
    
    All Other Fees.We were billed $0 and $114,260 by Moore Stephens for the
fiscal years ended March 31, 2006 and 2007, respectively, for permitted
non-audit services, principally procedures in connection with the audit of our
parent companys consolidated financial statements for its
fiscal year ended December 31, 2006, a portion of which will be
credited to our audit fees for the audit of our financial statements
for our fiscal year ended March 31, 2007.
  23




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PART IV
 
 Item 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
 (a)
    
    Financial Statements and Schedules (incorporated by reference to
Item 8 of Emerson Annual Report on Form 10-K for the year ended March 31,
2007).(b)
    
    Exhibits
 Exhibit Number
 Exhibit Number3.1
    
    Certificate of Incorporation of Emerson (incorporated
by reference to Exhibit (3) (a) of Emersons
Registration Statement on Form S-1, Registration No.
33-53621, declared effective by the SEC on August 9,
1994).3.4
    
    Certificate of Designation for Series A Preferred Stock
(incorporated by reference to Exhibit (3) (b) of
Emersons Registration Statement on Form S-1,
Registration No. 33-53621, declared effective by the
SEC on August 9, 1994).3.5
    
    Amendment dated February 14, 1996 to the Certificate of
Incorporation of Emerson (incorporated by reference to
Exhibit (3) (a) of Emersons Quarterly Report on Form
10-Q for the quarter ended December 31, 1995).3.6
    
    By-Laws of Emerson adopted March 1994 (incorporated by
reference to Exhibit (3) (e) of Emersons Registration
Statement on Form S-1, Registration No. 33-53621,
declared effective by the SEC on August 9, 1994).3.7
    
    Amendment dated November 28, 1995 to the By-Laws of
Emerson adopted March 1994 (incorporated by reference
to Exhibit (3) (b) of Emersons Quarterly Report on
Form 10-Q for the quarter ended December 31, 1995).10.12
    
    License Agreement effective as of January 1, 2001 by
and between Funai Corporation and Emerson (incorporated
by reference to Exhibit (10) (z) of Emersons Quarterly
Report on Form 10-Q for the quarter ended September 30,
2000).10.12.1
    
    First Amendment to License Agreement dated February 19,
2002 by and between Funai Corporation and Emerson
(incorporated by reference to Exhibit (10.12.1) of
Emersons Annual Report on Form 10-K for the year ended
March 31, 2002).10.12.2
    
    Second Amendment to License Agreement effective August
1, 2002 by and between Funai Corporation and Emerson
(incorporated by reference to Exhibit (10.12.2) of
Emersons Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002).10.12.3
    
    Third Amendment to License Agreement effective February
18, 2004 by and between Funai Corporation and Emerson
(incorporated by reference to Exhibit 10.12.3 of
Emersons Annual Report on Form 10-K for the year
ending March 31, 2004)10.12.4
    
    Fourth Amendment to License Agreement effective
December 3, 2004 by and between Funai Corporation, Inc.
and Emerson (incorporated by reference to Exhibit
(10.12.4) of Emersons Quarterly Report on Form 10-Q
for the quarter ended December 31, 2004).
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##### Table of Contents



Exhibit Number10.12.5
    
    Fifth Amendment to License Agreement effective May 18,
2005 by and between Funai Corporation, Inc. and Emerson
(incorporated by reference to Exhibit (10.12.5) of
Emersons Annual Report on Form 10-K for the year
ending March 31, 2005)10.12.7
    
    Seventh Amendment to License Agreement effective
December 22, 2005 by and between Funai Corporation,
Inc. and Emerson (incorporated by reference to Exhibit
10.1 of Emersons Current Report on Form 8-K filed on
December 28, 2005)10.13
    
    Second Lease Modification dated as of May 15, 1998
between Hartz Mountain, Parsippany and Emerson
(incorporated by reference to Exhibit (10) (v) of
Emersons Annual Report on Form 10-K for the year ended
April 3, 1998).10.13.1
    
    Third Lease Modification made the 26 day of October,
1998 between Hartz Mountain Parsippany and Emerson
(incorporated by reference to Exhibit (10) (b) of
Emersons Quarterly Report on Form 10-Q for the quarter
ended October 2, 1998).10.13.2
    
    Fourth Lease Modification made the 12th day of
February, 2003 between Hartz Mountain Parsippany and
Emerson (incorporated by reference to Exhibit (10.13.2)
of Emersons Annual Report on Form 10-K for the year
ended March 31, 2003).10.13.4
    
    Fifth Lease Modification Agreement made the 2nd day of
December, 2004 between Hartz Mountain Industries, Inc.
and Emerson (incorporated by reference to Exhibit
(10.13.3) of Emersons Quarterly Report on Form 10-Q
for the quarter ended December 31, 2004).10.13.3
    
    Lease Agreement dated as of October 8, 2004 between
Sealy TA Texas, L.P., a Georgia limited partnership,
and Emerson Radio Corp. (incorporated by reference to
Exhibit (10.13.3) of Emersons Quarterly Report on Form
10-Q for the quarter ended September 30, 2004).10.13.5
    
    Lease Agreement (Single Tenant) between Ontario
Warehouse I, Inc., a Florida corporation, as Landlord,
and Emerson Radio Corp., a Delaware corporation, as
Tenant, effective as of December 6, 2005 (incorporated
by reference to Exhibit 10.1 to Emersons Current
Report on Form 8-K filed on January 4, 2006).10.13.6
    
    Letter agreement, dated November 28, 2005, between
Emerson Radio Corp. and The Grande Group (hong Kong)
limited regarding lease of office space.10.13.7
    
    Letter agreement, dated November 28, 2005, between
Emerson Radio Corp. and The Grande Group (hong Kong)
limited regarding management services for office space.10.14.1
    
    Purchasing Agreement, dated March 5, 1999, between
AFG-Elektronik GmbH and Emerson Radio International
Ltd. (incorporated by reference to Exhibit (10) (aa) of
Emersons Annual Report on Form 10-K for the year ended
April 2, 1999).
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##### Table of Contents



Exhibit Number10.18.1
    
    Emerson Radio Corp. 2004 Employee Stock Incentive Plan
(incorporated by reference to Exhibit 1 of Emersons
2004 Proxy Statement).10.18.2
    
    Emerson Radio Corp. 2004 Non-Employee Outside Director
Stock Option Plan (incorporated by reference to Exhibit
2 of Emersons 2004 Proxy Statement).10.26
    
    Employment Agreement between Emerson Radio Corp. and
John J. Raab, effective as of September 1, 2001
(incorporated by reference to Exhibit 10.26 of
Emersons Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001).10.26.4
    
    Employment Agreement extension letter between Emerson
Radio Corp. and John J. Raab effective as of September
1, 2004 (incorporated by reference to Exhibit 10.26.4
of Emersons Quarterly Report on Form 10-Q for the
quarter ended December 31, 2004).10.26.5
    
    Agreement between Emerson Radio and Guy A. Paglinco,
dated March 23, 2006 (incorporated by reference to
Exhibit 10.1 to Emersons Current Report on Form 8-K
filed on March 29, 2006).10.27.5
    
    Loan and Security Agreement dated as of December 23,
2005, among Emerson Radio Corp., Emerson Radio Macao
Commercial Offshore Limited, Majexco Imports, Inc.,
Emerson Radio (Hong Kong) Ltd., and Emerson Radio
International Ltd. (as Borrowers) and Wachovia Bank,
National Association.(incorporated by reference to
Exhibit 10.2 of Emersons Form 8-K dated December 28,
2005).10.28
    
    Common Stock Purchase Warrant Agreement entered into on
August 1, 2002 by and between Emerson Radio Corp. and
Further Lane Asset Management LP (incorporated by
reference to Exhibit 10.28 of Emersons Quarterly
Report on Form 10-Q for the quarter ended September 30,
2002).10.28.1
    
    Form of Common Stock Warrant Agreement entered into on
October 7, 2003 by and between Emerson Radio Corp. and
Ladenburg Thalmann & Co., Inc. (incorporated by
reference to Exhibit 10.28.1 of Emersons Quarterly
Report on Form 10-Q for the quarter ended December 31,
2003).10.28.2
    
    Common Stock Purchase Warrant Agreement entered into on
August 1, 2004 by and between Emerson Radio Corp. and
EPOCH Financial Services, Inc. (incorporated by
reference to Exhibit 10.28.2 of Emersons Quarterly
Report on Form 10-Q for the quarter ended September 30,
2004).10.28.3
    
    Stock Purchase Agreement among Emerson Radio Corp.,
Collegiate Pacific Inc. and Emerson Radio (Hong Kong)
Limited dated July 1,2005 (incorporated by reference to
Exhibit 2.1 to Emersons Current Report on Form 8-K
filed on July 8, 2005).10.30
    
    Agreement, dated July 26, 2006, between Emerson Radio
Corp. and Eduard Will (incorporated by reference to
Exhibit 10.30 to Emersons Annual Report on Form 10-K/A
filed on August 1, 2006).10.31
    
    Agreement, dated March 30, 2007, between Emerson Radio
Corp. and Greenfield Pitts (incorporated by reference
to Exhibit 10.1 to Emersons Current Report on Form 8-K
filed on April 6, 2007)
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##### Table of Contents



Exhibit Number14.1
    
    Code of Ethics for Senior Financial Officers
(incorporated by reference to Exhibit 14.1 of Emersons
Annual Report on Form 10-K for the year ended March 31,
2004).16.1
    
    Letter of BDO, dated as of March 13, 2006, to the
Securities and Exchange Commission (incorporated by
reference to Exhibit 16.1 of Emersons Current Report
on Form 8-K filed on March 13, 2006).21.1
    
    Subsidiaries of the Company as of March 31,
2007(incorporated by reference to Exhibit 21.1 of
Emerson Annual Report on Form 10-K for the year ended
March 31, 2007)23.1
    
    Consent of Independent Registered Public Accounting
Firm  Moore Stephens, P.C. (incorporated by reference
to Exhibit 23.1 of Emerson Annual Report on Form 10-K
for the year ended March 31, 2007).23.2
    
    Consent of Independent Registered Public Accounting
Firm  BDO Seidman, LLP. (incorporated by reference to
Exhibit 21.1 of Emerson Annual Report on Form 10-K for
the year ended March 31, 2007)31.1
    
    Certification of the Companys Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of the Companys Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.*32
    
    Certification of the Companys Chief Executive Officer
and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
 
 *
    
    Filed herewith. 27




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##### Table of Contents



SIGNATURES
  EMERSON RADIO CORP.By:
    
    /s/ Adrian MaAdrian Ma
Chief Executive Officer
   /s/ Christopher Ho

Christopher Ho
    
    Chairman of the Board
    
    July 31, 2007/s/ Adrian Ma

Adrian Ma
    
    Chief Executive Officer and Director
(Principal Executive Officer)
    
    July 31, 2007/s/ Greenfield Pitts

Greenfield Pitts
    
    Chief Financial Officer and Director
(Principal Financial and Accounting
Officer)
    
    July 31, 2007/s/ Michael A. B. Binney

Michael A. B. Binney
    
    President-International Sales and
Director
    
    July 31, 2007Eduard Will
    
    President-North American Operations
and Director
    
    July 31, 2007
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##### Table of Contents



/s/ Peter G. Bünger

Peter G. Bünger
    
    Director
    
    July 31, 2007/s/ Jerome H. Farnum

Jerome H. Farnum
    
    Director
    
    July 31, 2007/s/ W. Michael Driscoll

W. Michael Driscoll
    
    Director
    
    July 31, 2007/s/ Norbert R. Wirsching

Norbert R. Wirsching
    
    Director
    
    July 31, 2007
 29